The Thundercats of Elswyer
by sonicfighter21354
Summary: A retelling of the 2011 series with a few twist and takes place in the Elder Scrolls games.


**Thundercats of Elsweyr **

**A/N: Hi folks, I decide to put my Mouse Guard story on hold for a while and start a new one. This is the beginning of my other story, and this one is my version of Thundercats (2011). I know, there already a few or more retelling of the show on Fanfiction, but for this, I decide to put it in the Elder Scrolls world. Think about it, the Thundercats are like the Khajiit and visa versa. Also, my story is inspired by LionJustice and his stories, "Fall of Thundera" and "Thundercats! Ho!" I don't own Thundercats or Elder Scrolls. Both belong to their rightful owners. Anyway, on with the show!**

Chapter 1: Omens

Thundera, located deep within the lust jungle of Elsweyr. It's home to the Thundercats, the mightiest of the Khajiits. Like their cousins, they can see in the dark, use they're claws as weapons, worship the two moons Masser and Sercunda, and are very agile. However, unlike their cousins, they have an empire as powerful as the Imperials, and is the only kingdom in Elsweyr that have a standing army. They believe that they're superior than anyone in Tamriel. But soon, their pride will be their down fall.

_It is the Third century of the Fourth Era.  
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_These were the days of peace and prosperity on Tamriel._

_Where 2 empires stood above all others, ruling with a just heart and razor claw._

_Although the Elder Scrolls and the omens foretold in the book would be ignored, the tragedy to come was necessary._

_For it is said, he would be born of fire. A king to lead his people to victory and unite all of Tamriel, against a growing darkness._

-Jaga, headmaster of the Cleric and royal adviser to Claudius and Leona, king and queen of Thundera.

True, the Thunderians are a proud and noble people in Elsweyr. They lived safely and comfortably inside the walls of their mighty kingdom. On the far side of the kingdom was the palace of Thundera, ruled by Claudius and his wife Leona, king and queen of Thundera and there two sons. In the square just outside the palace walls, a cloaked cat around early or mid 20's with a cat-like pet known only as Snarf, make their daily getaway to the slums, the poorest district in Thundera. Unknown to them, a cat with yellow fur followed them.

As they walked into the slums, Snarf spoke to the cloaked cat,** (A/N: I know that Snarf can't talk in the 2011 version, but if he do, he would be voiced by Josh Flitter, who voiced Rudy in Horton Hears a Who! (2008).) **"Lion-O, why must we come to this part of town? If your parents find out, we're dead."

"Relax, Snarf. You think we'll be killed every time we come to this part of town." The cloaked cat now known as Lion-O said to his scared friend.

The market was fulled with activity, with cats buying and selling goods from stands and from traveling merchants from different parts of Tamriel. Some of them get into unwanted trouble.

"Where you'd think your going wood elf?" Said a gruff voice, causing the Thunderians to stop what they're doing and see where it came from. A couple of ally cats was messing with a wood elf merchant who was male with dark brown hair and blue eyes. "N-n-now, now, now, friends, I don't want any trouble-" Stuttered the wood elf. But he was interrupted when he was shoved on his stand, casing food he was going to sell, to get knocked over. A large cat with two swords on his back said, "Well you got trouble." As he grabbed the merchant by the collar of his shirt. "Now pay up or get hurt." The large cat said to him roughly.

As this was going on, Snarf said to Lion-O, "Are they gonna hurt the poor guy?"

Lion-O answered to Snarf. "No, he may not be a Khajiit, but no one should be treated like that."

The large cat looked at his witness. "What are you looking at?" Letting go of the wood elf, who hide behind his stand.

"Whiskers." Lion-O mumbles as the four cats surrounded him.

Snarf hide behind Lion-O's leg while saying, "Uh oh."

"You gotta pay too pal, in the slums, everyone's a dog." The leader said to Lion-O while extending his hand at him.

Lion-O respond to the leader by saying, "I got a feeling that you're the only one who's gonna pay." With that, Lion-O grab the leader's hand and with the turn of his wrist, he knocked the leader to the ground.

The others went into offense. The only female of the group when first by throwing her dagger over Lion-O's head, but he quickly evaded it and he grabbed her elbow and punched her in the face.

The second one, who's a short male, came up to Lion-O with a blade, but Lion-O give him a quick kick to the head.

The third one, who have a long sword, ran up to Lion-O from behind him with a battle cry, but he soon tripped on Snarf who was running between his feet, and fell down hitting his head on his helmet.

"Thanks for the help Snarf." Lion-O said to him with a smile.

"No problem Lion-O." Snarf said. But soon he was the leader getting up. "Lion-O, look out!" But it was too late, the leader gripped Lion-O's neck with his arms.

"Now, I'm gonna gut you like a fish." The leader said as he gripped tighter. Lion-O try to get free, but to no avail. Suddenly, a blunt object hit the leader on the back of his head and fell down. The figure in the shadow was twirling a wooden staff.

Lion-O, who was fixing his cloak asked the figure. "Not that I needed the help, but who should I thank your the assist?"

"Cheetara." The figure, came out of the shadows, reveling a female cheetah with blond hair and spots on her shoulders.

Lion-O was surprised to see a beautiful cat like her. "Hello." Lion-O said with a squeaky voice. He cleared his throat and replied again "Hello there."

"Well, I don't think the king and queen will be please to see they're son fighting ally cats." Said Cheetara.

Lion-O removed his hood revealing his red mane and blue eyes. The ally cats, who was recovering from Lion-O's attacks, gasped in shock. What they though as a ordinary cat, was actually the crowned prince.

"He's the prince?" The leader said in shock. "Run!" He said to his group and run as fast they can to get away before the guards can show.

Lion-O look at his cloak and said "My dirtiest cloak, and still it's a bad disguise."

The wood elf, who witness the entire thing, walked to lion-O. "Thank you your majesty. Thank you." He said happily while bowing at Lion-O. "If it weren't for you and your friend here, I would've been in trouble be now."

"It's no trouble." Lion-O said kindly to the merchant. Then he took at his stand which was partly a mess. "Wish I could say the same to your stand though." The wood elf just smiled at him "No big deal. I can have it fixed up." Then he remembered something. "Oh, here. A little something for helping me." He pulled out a coin purse from his pocket and tossed it to Lion-O. "No, no. I couldn't." Lion-O protested. Though it was kind of him to help the merchant, he couldn't accept the money.

The merchant said to Lion-O, "Please. I insist. It's the lest I can do after you drive those thugs out. Oh, By the way, the names Boron."

Lion-O smiled at Boron at replied "Nice to meet your Boron."

"Now, if you and your friends excuse me, I got some business to attend to. Your welcome to stop by." Boron said as he waked back to his stand.

Cheetara look at the merchant with a smile and looked back at Lion-O "Well with that out of the way, what's so important for you to risk your life for coming to this part of town?" Cheetara asked while putting her hand on her hip.

"Well, that's depends. Can you keep a secret?" Lion-O asked with a smile on his face.

Cheetara smiled back at the young prince as a reply as all three of them walked further into the slums.

* * *

><p>Meanwhile at Thundera's royal palace, 4 cats was waiting for Lion-O in the throne room. One of them was a male tiger sitting casually in his chair, wearing a prince outfit. This was Tygra, Lion-O's adopted older brother.<p>

The other three, older than him was wondering where the heir could be. The two being a male lion wearing a crown and armor with a red cape, and a lioness wearing a white dress, and a tiara. They where Claudius and Leona. King and Queen of Thundera, and the last one, next to Leona was an old jaguar, wearing a headmaster cleric rode, and holding a staff, this was Jaga, royal adviser and leader of the Clerics, defenders of the crown, and skilled warriors.

"He know how important today is. Where is that boy, Jaga?" Claudius said to his adviser.

"Be easy on him, Claudius. Remember, your father wasn't always pleased with you when you were his age." Jaga replied to Claudius meekly. Today was Lion-O's coming-of-age, but the guest of honor himself have yet to arrive.

"He's right dear." Leona said to her husband. "Beside, he still have much to learn."

"Well, unlike Lion-O, I don't neglected my duties as prince." Claudius said to his wife. He turned to Tygra and ask, "Why can't he be more like you, Tygra?"

"Please, your asking for the impossible, father." Tygra replied.

Leona said to Tygra in a kind tone. "Now Tygra, be nice to your brother. It's a special day for him."

"I know mother, I know." Tygra said to her mother with a smile. Tygra and Lion-O wasn't really the best of friends when they were little, Lion-O was always playing second fiddle with his big brother, and it's getting on Lion-O's nerves, even to this day.

* * *

><p>Elsewhere in Thundera, in the middle district, a group of mercenaries relaxing in a tavern. The group is made up of a female High Elf with yellow eyes, dirty blond hair that go all the way to her shoulders, wearing a black robe and have only a dagger, a male Nord with brown eyes, black hair with a part in the front with a braid, wearing steel armor with leather bracers, iron boots, and have a double bladed steel axe on his back, a male Breton with blue eyes, short brown hair, wearing leather armor, and bracers, and have a quiver that hold 50 steel arrows and a longbow, and a female Argonian with light green scales and 4 horns on the back of her head, wearing a hooded grey robe, and have two daggers hidden within her robes.<p>

The High Elf name is Aniussa, but her friends called her Ani for short. A skilled sorceress and healer. The Nord name is Bedaf Wind-Versed. A mighty warrior with a heart of gold. The Breton is called Dilelc. A master archer who can shoot a buck from 200 yards. And finally, the Argonian is named Shaeen. A skilled thief and assassin who killed only when necessary. Together, they're known as The Dragon Shield. They roam around Tamriel looking for people who needed help like stopping a bandit raid on a town, defending a important person, or killing a necromancer threatening a village with an army of the dead, that is if the gold is good. Right now, their hanging out in Thundera after fighting a bandit raid in a nearby village.

Bedaf, the leader of the band, raised his tankard of ale and said to this allies, "A toast to another successful victory and to another job well done."

"Aye." Dilelc said with a hearty laugh as the rest raised their tankard's and clang them together and drink their ale.

"So, where to now, Bedaf?" Ani asked the Nord.

"I've been thinking we can hang around here for a few days til we get a new assignment." Bedaf said to the High Elf.

"That's sounds like an excellent idea." Shaeen said also. "I heard that Thundera have the best armor and weapons in Elsweyr."

"I also heard that it have the best fertile land next to Cyrodill." Dilelc also said to his fellow warriors.

"Both of them are true." Ani said to Shaeen and Dilelc.

"Yep." Bedaf said in agreement. "The Thunderians are a proud people. We should respect that."

The others nodded. Despite the Thunderians being arrogant, their a noble race.

* * *

><p>In another part of the Slums, Lion-O, Snarf, and Cheetara came to small building. The owner opened the door to reveal a male Dark Elf with red eyes like all dark elves, short black hair, and wearing merchant clothes. He's name is Drathan Heroos. A friend of Lion-O who dig up artifacts dating back to the Oblivion Crisis and beyond.<p>

"Ah, Lion-O my friend please come in." Drathan said kindly. Cheetara was suspicious by Lion-Os friend. She heard that Dark elves are crafty and can rob someone blind like their cousins.

"Drathan here sell hard-to-find, how should I say, collectibles." Lion-O said to Cheetara.

"By collectibles, you mean black market items." Cheetara said.

"Trust me, they're more than that. Come on." Lion-O said as he enter the store.

"Wait up." Snarf said as he followed his friend.

Cheetara enter the store and saw it was filled with artifacts like weapons, and armor from the Dwemer, which have been lost in time, and Snow Elves, which is now called the Falmer. Creatures that dwells underground and come out at night. There's also Dwemer machines which haven't move in years.

"What are these?" Cheetara asked Lion-O who was holding a Dwemer cog.

"These are what the Book of Omens called artifacts from a lost time." Lion-O said as he handed the cog to Cheetara. "These are also what's beyond Thundara's walls."

"Lion-O, do you think that those stories are just that?" Cheetara said to the prince while looking at the bronze cog. She heard that both races have been dead for centuries but no ruins have been found, except for a couple of Dwemer ruins which are scattered all over Tamriel. But those who enter, rarely live to tell the tale.

Drathan walked to a table with something covered in a cloth and said to Cheetara.

"Tell me, do this look like a story to you?" Drathan said as he pulled the cloth.

Lion-O and Cheetara was shock by this, what's under the cloth was a bottle which hold small fragments of a red jewel.

"Drathan, are those..." Lion-O said before the merchant said to him.

"Yes my friend, these are the fragments of the Amulet of Kings itself."

"The Amulet of Kings?" Cheetara said in surprise. "I though it was destroyed which ended the Oblivion Crisis long ago."

"It was destroyed, but a few fragments remains." Drathan said to Cheetara while holding the bottle and the fragments glows. "I search all over Tamriel to find them."

"I think it's a fake you sell to people like him." Cheetara said to Lion-O not believing the fragments are real.

"Hey, I may be a Dark Elf, but I'm not a thief." Drathan said to Cheetara feeling insulted.

"And they're not fake."

Lion-O took the bottle from Drathan and look at the fragments and said to Cheetara.

"You know, when we were little, I heard tales about a race of elves before man, crystals made from stars, and a race more advance than our own. Now, most of us have out grew them, but I didn't."

Lion-O look at the Cheetara and said with a sheepish smile. "You think I'm crazy, right?"

"No, I say your..different." Cheetara said to Lion-O.

Lion-O smiled at Cheetara's words. Look like some didn't think he's crazy.

Snarf looked at a Dwemer Spider and sniffed it. Checking to see if it move. Luckily, it didn't.

"Are you sure these things are dead?" Snarf said to Drathan.

"Yes. They were like that when I found them." Drathan said to Snarf.

Then, they heard a bell which tells the time and Lion-O gasped in shock.

"Oh man, I'm late!" Lion-O said. He remember that today is his coming-of-age ceremony and he don't want to disappoint his parents. He handed Drathan some gold coins.

"I'll take it." Lion-O said before he said to Cheetara.

"You know, maybe next time I'll bail you out of trouble." Lion-O said as he put the hood over his head and ran out of the store. Snarf followed. "Lion-O, wait up!" Snarf said.

Cheetara smiled on what Lion-O said. Perhaps he can bail her out of danger when the time comes.

* * *

><p>At the same time after Lion-O left the store, a female puma, wearing a dark brown dress and a wrist mounted crossbow on her left arm was walking to her house when Lion-O turn to a corner and bumped into her by accident, causing both cats to fell to the ground.<p>

"Oops. Sorry." Lion-O said to puma.

"That's okay. It's my fault. I didn't watch then I was going." The puma said to Lion-O as he got up.

Snarf caught up to his friend and said,

"Are you okay?"

"I'm fine Snarf." Lion-O said to his pet/friend.

Lion-O got up and held his hand to the puma,who grasped it and help her back up.

"Thanks. I'm Pumyra." The Puma, now called Pumyra said.

"I'm Lion-O." Lion-O said to Pumyra.

Pumyra was shock that he bumped into the prince and bowed to him.

"Forgive me your highness. I didn't watch where I was going."

"No need to apologize, Pumyra. I was in a rush to get back home." Lion-O said.

"What's the occasion?" Pumyra said to the crowned prince.

"It's my coming-of-age ceremony and I'm already late." Lion-O said.

"Oh, well good luck Lion-O." Pumyra said as Lion-O continue to run to the palace.

"Thanks. It's nice to meet you, Pumyra." Lion-O said as he ran and Snarf follow, but stop and look back at Pumyra. "Nice to meet you too, Pumyra." Snarf said and continue to follow Lion-O to the palace.

* * *

><p>Back at the palace, Claudius, Leona, Jaga, and Tygra waited for Lion-O as Tygra yawned out of boredom, when the prince himself came into the room as the royal family and adviser stood up. Lion-O stands before his father.<p>

"Sorry I'm late." Lion-O said sheepishly at this father with a smile.

Claudius turn to Jaga and nodded as he said,

"Let us begin this scared Right of Passage, Jaga."

Jaga nodded as the old jaguar raised his staff and said,

"Guardians of the Crown, bring fourth, the Sword of Omens."

Then, a couple of rode figures enter the throne room, with one of them holding something in a light blue cloth. These are the Clerics. Defenders of the royal family, and keeper to the Sword of Omens. The other Clerics stopped close to the thrones, while the one holding the cloth walked to Jaga.

Tygra winked at the cleric, who looked back, unimpressed.

"Are you flirting Tygra?" Lion-O said to his adopted brother as he turn to Jaga.

"While you'll one day wear the crown, Lion-O," Jaga said as he remove the cloth, revealing a sword with a unique blue design on it's hilt and a red jewel in the center called the Eye of Thundera. This is the Sword of Omens. The most powerful sword in all of Tamriel. It was forged during the Oblivion Crisis and it unite all of Elsweyr to fight against Mehrunes Dagon, the Dadric Prince of Destruction who almost conquer all of Tamriel have not Lion-O forefather, and a united Tamriel stopped him.

"But only the Eye of Thundera, the source the Thundercats power, knows there's truly a king inside you." Jaga finished.

"Go on Lion-O, pick it up." Leona said encouraging her first born son.

Lion-O, grab the sword and raised it. It was weight light in his hand as he took a few steps away from his parents, brother, and adviser as he swings the sword a bit.

"What you hold in your hands is what build the Thundercat Empire, but only he who is deemed worthy can weld it's awesome power." Claudius said to Lion-O who took a few more swings with the sword and Claudius, Leona, Tygra and Jaga approach him.

"Here, let me show what it can do in the proper hands." Claudius said as he take the sword from Lion-O and stepped back.

"Uh-oh, catch!" Tygra said as he toss him a regular sword and Lion-O grabbed it.

Claudius then turn and strike at Lion-O who barley blocked his father's attack as lightning came out of the sword. The sword was also enchanted thanks to the Eye of Thundera, which gives it unimaginable power.

Leona watch her son duel her husband as Claudius said to Lion-O as he attacked again and Lion-O block each attack.

"The Book told that is was the Thundercats, our ancestors who along with an army of a united country, first defeated Mechrunes Dagon. It was the Thundercats as well as the Imperials who brought law and order to a world of warring nations. and it's now the Thundercats who are strong to maintain this peace!"

Claudius strike again and Lion-O block the attack, but due to the force, he was knocked to the floor.

"Our Empire live by a code, justice, truth, honor, and loyalty. Remember that, and one day, you'll make a fine king." Claudius said to Lion-O.

This was true. The Thundercats live by a code, which is made up of four ventures: 1. To speak the truth at all time, 2. To be loyal to both friends and family, 3. To honor and respect your superiors, and 4. To strive to help others and fairness in all acts that are committed that is good. This is known as The Code of Thundera.

"I will father." Lion-O said.

Claudius then stabbed the sword into the floor with the Thundercats emblem on it. The sound of thunder was heard and lightning shots from the sword. The others watch this display of power as Lion-O looked at the sword. Once the lightning have stopped, Lion-O once again picked up the sword and swing it and lightning shots out of the mighty weapon.

"That's it Lion-O, concentrate." Claudius said in encouragement.

With each strike Lion-O took, more lightning came out of the blade. Then, Lion-O place the sword on the emblem, which glows red. Lion-O then place the sword close to his face as the hilt extended and the Eye of Thundera change into a cat's eye as Lion-O's eyes glows and the Eye also glow.

Lion-O's sight extended to an unknown place as he saw a mace with a terrifying looking face. The mace's eyes glow red like fire as the mace said to Lion-O.

"_The Oblivion Gates opens again!_"

Lion-O gasped in shock as he pulled the sword from his. What was that all about?

"Lion-O, why did you stop?" Claudius said in concern.

"I.. I think I saw something." Lion-O said.

"Tell us Lion-O." Jaga said as he and Leona walked by Claudius.

"What did you see, Lion-O?" Leona said in concern.

As Lion-O was about to explained what he saw, he heard giggling.

"That." Lion-O said as he went to the window and saw two female cats in their daily clothing giggling about something.

"Heh, meow." Lion-O said as the looked at the ladies.

Claudius, Leona, and Jaga came to the window beside the crowned prince.

Jaga closed his eyes as Leona shook her head in disappointment. Claudius was also disappointed as he took the Sword of Omens from his hands and said to Lion-O,

"The sword is ready, but you however, still have much to learn."

Lion-O frowned in sadness as Claudius walked away and Leona followed her husband to calm him down.

Jaga looked at Lion-O and said to the adviser,

"What Jaga? I didn't see anything."

"And I didn't say anything." Jaga said as he leave the throne room as he watched the Clerics leave as Tygra followed leaving Lion-O alone.

He was pondering about what he saw in the sword of that mace and, 'The Oblivion Gates opens again'. What do that mean?

He decide to go to the palace library to get answers.

One thing for sure, what ever that mace was, it's not a good omen.

**A/N: And cut. The first chapter of my Thundercats story is finish. I know that Queen Leona didn't survive Lion-O birth, but this story, she did. I also know that Lion-O didn't meet Pumyra, but again in this story, he did meet her. I also introduce a couple of OCs in this story. The Code of Thundera is from the original Thundercats.  
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**That mace Lion-O saw saw the mace of Molag Bal. A nasty weapon. In the next chapter, an old friend return to Thundera and new friends are made. See y'all soon.**


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